1.  INTERPRETATION

In these Conditions: "Buyer" means the person who has agreed to purchase the Goods under the Contract; "Contract" means any contract for the sale of any goods by the Seller, which incorporates these Conditions; "Contract Documents" means the documents which constitute or evidence the Contract, including any Quotation, any acceptance of a Quotation or order for the Goods from the Buyer, and any acknowledgement or acceptance of the Buyer's order for the Goods from the Seller, together with any other documents referred to therein; "Goods" means the goods stated or referred to in the Contract; "Quotation" means any quotation or offer of the Seller for the supply of any goods, which incorporates these Conditions; "Seller" means Auto-Lites Limited, or such other person who is to supply the Goods as stated in the Contract; a reference to delivery of the Goods to the Buyer, includes delivery to or collection by any servant, agent, representative, shipper or carrier of the Buyer; a reference to a person includes a reference to a company, partnership or individual; the singular shall include the plural and vice versa; and the headings are for convenience only and shall not affect the interpretation of these Conditions.

2.  INCORPORATION

These Conditions shall be incorporated into all quotations, offers, orders, acceptances, and contracts for the sale of any goods by the Seller. All terms and conditions of the Buyer are excluded.

3.  QUOTATIONS

A Quotation shall not constitute a legal offer. A Quotation shall be valid only for orders or acceptances received within 28 days from the date of the Quotation. All orders for the supply of any goods by the Seller shall be subject to acceptance by the Seller.

4.  SALE AND PURCHASE

The Seller agrees to sell and deliver and the Buyer agrees to purchase and accept delivery of the Goods on and subject to these Conditions. Where the Goods are to be delivered in instalments, then each instalment shall constitute a separate contract.

5.  SPECIFICATION

The quantity and specification of any Goods shall be that set out in the Contract Documents. The Seller shall be entitled to change the specificationm of the Goods to conform with any applicable law.

6.  PRICE

6.1  Price: The Buyer shall pay the price for the Goods stated in the Contract Documents.

6.2  Delivery Costs: Where the Seller agrees to deliver the Goods to a place other than the Seller's premises, the Buyer shall pay in addition to the Price the cost of all transport, packaging and insurance in transit of the Goods, and all customs, duties, and other taxes payable in respect of the Goods.

7.  PAYMENT

7.1  Payment Period: Unless otherwise agreed, the Buyer shall pay the price of the Goods and any other amounts payable by it under the Contract on delivery of the Goods to the Buyer. It is requested that payment should reach us within 3 working days, failing to do this will allow the seller to file and unpaid item dispute. The time for payment by the Buyer shall be of the essence.

7.2  Deductions and Set-off: The Buyer shall pay all amounts due under the Contract in full, without deduction, withholding, set-off or counterclaim.

8.  DELIVERY

8.1  Delivery Time: The Seller will use its reasonable endeavours to deliver the Goods by the delivery date stated in the Contract Documentation, or if no date is stated, within a reasonable time. Delivery dates are estimates only and time for delivery of the Goods is not of the essence.

8.2 Acceptance of Delivery: The Buyer shall take delivery of the Goods when tendered, and shall pay on demand all costs of return of the Goods where delivery is not taken.

9.  INSPECTION AND ACCEPTANCE

The Buyer shall inspect the Goods immediately on receipt. The Seller shall not be liable for loss of, damage to or shortages of the Goods discoverable on reasonable inspection of the Goods, or for total loss of the Goods in transit, unless the Buyer notifies the Seller by the earlier of the end of the period of 3 days commencing on the date of delivery of any of the Goods to the Buyer, or the end of the period of 14 days commencing on the date the Buyer is notified of dispatch of the Goods. If the Buyer does not give any such notice then the Goods shall be considered to have been received in full and accepted by the Buyer.

10.  PASSING OF RISK

Risk of damage to or loss of the Goods shall pass to the Buyer at the time when the Goods are delivered to the Buyer.

11.  PASSING OF TITLE

Title to the Goods shall pass to the Buyer when the Buyer has paid for all of the Goods and there shall be no amounts payable by the Buyer to the Seller under any other contract, and until that time title shall remain with the Seller. Subject to Clause 14.2(d), the Buyer may use and resell the Goods in the ordinary course of its business.

12.  WARRANTY

12.1  Scope: Subject to Clause 12.2, the Seller warrants that the Goods will at the time of delivery to the Buyer correspond with their specification and be free from material defects in construction or materials.

12.2  Conditions: The Seller shall not be liable under the warranty in Clause 12.1 or under any other applicable warranty in relation to the Goods (the "Warranty"):-

a)  for breaches of the Warranty notified to the Seller later than 6 months from the date of delivery of the Goods to the Buyer, or such other period of time as shall otherwise be agreed in writing or set out in any notices or publications of the Seller;

b)  for breaches of the Warranty notified to the Seller later than 14 days from the date when the Buyer becomes aware or ought to have been aware of the breach of the Warranty;

c)  unless the Buyer gives adequate particulars of the circumstances alleged to be a breach of the Warranty, and the Buyer permits the Seller to inspect the Goods or returns the Goods to the Seller at the Seller's cost and expense;

d)  for or in respect of anything resulting from fair deterioration or wear or tear of the Goods, any modification or damage to the Goods by other than by the Seller, failure to follow the Sellers oral or written instructions in respect of the Goods, incorrect or faulty handling, installation, maintenance, repair, storage, or use of the Goods other than by the Seller, or external environmental conditions (unless and to the extent that the specification of the Goods includes a statement as to the tolerance of the Goods to such conditions);

e)  if the price payable for all of the Goods has not been paid by the date by which it is payable under the Contract; and/or

f)  in respect of any circumstance discoverable on inspection under Clause 9.

12.3  Exclusion of other warranties/remedies: The Buyer acknowledges and agrees that in entering into the Contract, it does not rely on, and shall have no remedy in respect of any statement, representation, or warranty given by any person relating to the Goods or their supply (including as to condition, quality, and fitness for purpose) other than for the warranty set out Clause 12.1 or any other warranties expressly agreed in writing by the Seller. All warranties implied by statute, common law, custom or otherwise as to the condition or quality of the goods, or fitness for purpose of the Goods, or correspondence with any sample are hereby excluded.

12.4 The following products are not covered under warranty: High Wattage Bulbs / Off-Road Use Products

13.  LIABILITY OF SELLER

13.1  Buyer's Remedies: The Seller's sole liability and the Buyer's sole remedy for any shortages or loss or damage to the Goods notified under Clause 8, or breach of any warranty in relation to the Goods under Clause 12.1 or otherwise, shall be at the option of the Seller to make good any shortages, repair or rectify the Goods, supply replacements for the Goods, and/or refund to the Buyer any amounts paid by the Buyer in respect of the Goods.

13.2  Liability limited to the purchase price: The total liability of the Seller for all loss, damage, injury or liability suffered or incurred by the Buyer caused by or arising out of breach of the Contract by the Seller, negligence of the Seller in connection with the Contract, or breach of any statement, representation or warranty given in connection with the Contract or the Goods (whether such liability arises in contract, tort, statute or otherwise however) shall be limited to the price of the Goods under the Contract.

13.3  Excluded Types of Loss: The Seller shall not be liable to the Buyer for any loss of profit, use, bargain, revenue, production, business, goodwill or contract, or any increased or wasted costs or expenditure, or any liability of the Buyer to any third party, or any consequential, indirect or special loss, suffered or incurred by the Buyer caused by or arising out of a breach of the Contract by the Seller, the negligence of the Seller in connection with the Contract, or breach of any statement, representation or warranty given in connection with the Contract or the Goods (whether such liability arises in contract, tort, statute or otherwise however).

13.4  Force Majeure: The Seller shall not be liable to the Buyer for any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control.

13.5  Non-Excluded Liability: Nothing in this Agreement shall operate to exclude or limit the liability of the Seller for personal injury or death due to its negligence, or for fraudulent misrepresentation, or the rights or remedies of any person dealing as a consumer to the extent to which they may not be excluded or limited by law.

13.6    Nothing in these conditions excludes or limits the liability of the Supplier for death or personal injury caused by the Suppliers negligence or fraudulent misrepresentation.

14.  BREACH AND INSOLVENCY OF BUYER

14.1  Non-payment and Insolvency: The Seller may (without prejudice to its other rights or remedies) terminate the Contract immediately by notice to the Buyer if any of the following events occurs in relation to the Buyer: any amounts payable by the Buyer under the Contract or any other contract with the Seller become overdue, or the Buyer wrongfully refuses to take delivery of the Goods, or the Buyer becomes unable to pay its debts (within the meaning of Section 123 or 268 of the Insolvency Act 1986), or the Buyer is liquidated or wound up or has a petition for winding up presented against it, or the Buyer passes a resolution for voluntary winding up, or if a petition for the appointment of an administrator is presented against the Buyer, or if the Buyer has a receiver or administrative receiver appointed to the whole or any part of its undertaking or assets, or if the Buyer shall convene any meeting of its creditors or make a deed of assignment or arrangement or otherwise compound or compromise with its creditors, or the Buyer shall commit any act of bankruptcy or be subject to an interim order, or the Buyer ceases or threatens to cease to carry on business, or upon the happening to the Buyer of any analogous event in any relevant jurisdiction.

14.2  Seller's remedies: Where any of the events referred to in Clause 14.1 occurs in relation to the Buyer, or the Seller notifies the Buyer that it has grounds for believing that the Buyer will not pay or be able to pay for the Goods:-

a)  Cancellation Rights: the Seller shall be entitled to suspend performance of the Contract and any other contract between the Buyer and the Seller;

b)  Payment in Advance: the Seller shall be entitled to require payment in advance of performance or delivery under the Contract and any other contract between the Buyer and the Seller;

c)  Withdrawal of Credit: all amounts invoiced under the Contract or under any other contract between the Buyer and the Seller shall become immediately due and payable;

d)  ROT Goods: the Buyer shall cease to use or sell any Goods delivered to it in which the Seller retains title, and shall, unless the Buyer pays immediately all amounts payable by the Buyer under this Contract and any other contract with the Buyer, return the Goods to the Seller, and the Seller shall have the right to enter on any premises where the Goods are located to recover the Goods.

14.3  Recovery Costs: The Buyer shall pay to the Seller all costs and expenses (including legal costs) incurred by the Seller to enforce payment of any amounts payable by the Buyer to the Seller under the Contract, or to recover any Goods in which the Seller retains title.

15.  GENERAL

15.1  Notices: Notices under the Quotation or Contract shall be in writing and sent to the other party at its registered office or principal place of business or such other address as a party may have notified to the other to be its address for notices. Notices shall be considered to be received: if sent by hand, courier, or recorded delivery, on delivery; if sent by post, on the 2nd day following the day of posting if to an address in the UK, and the 7th day if to an address outside the UK; and if sent by facsimile, on completion of uninterrupted transmission.

15.2  Variations: No variations, representations or warranties in relation to the Goods, the Quotation or the Contract shall be valid unless set out in a written document published or signed by or on behalf of the Seller.

15.3  Assignment: The Buyer shall not be entitled to assign or transfer a Quotation or Contract to any person.

15.4  Third Parties: The parties do not intend any term of the Contract to be enforceable by a third party.

16.  GOVERNING LAW AND JURISDICTION

All Quotations and Contracts shall be governed by the laws of England, Wales & Scotland, and the Courts shall have exclusive jurisdiction.

Signup to Newsletter